Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On September 8, 2010, Linn Energy, LLC (the Company), Linn Energy Finance Corp. (together
with the Company, the Issuers) and the Companys material subsidiaries (the Subsidiary
Guarantors) entered into a purchase agreement (the Purchase Agreement) with Barclays Capital
Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA)
Inc., RBC Capital Markets Corporation, RBS Securities Inc. and Wells Fargo Securities, LLC, as
representatives of a group of initial purchasers (collectively, the Initial Purchasers), pursuant
to which the Issuers agreed to sell $1,000,000,000 in aggregate principal amount of the Issuers
7.75% Senior Notes due 2021 (the 2021 Notes). The 2021 Notes were offered and sold in a
transaction exempt from the registration requirements under the Securities Act of 1933, as amended
(the Securities Act). The 2021 Notes were resold to qualified institutional buyers in reliance on
Rule 144A under the Securities Act.

The Purchase Agreement contains customary representations and warranties of the parties and
indemnification and contribution provisions under which the Issuers and the Guarantors, on one
hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain
liabilities, including liabilities under the Securities Act. The Issuers also agreed not to issue
certain debt securities for a period of 60 days after September 8, 2010, without the prior consent
of Barclays Capital Inc.

The description set forth above in this Item 1.01 is qualified in its entirety by the Purchase
Agreement, which is filed with this Current Report on Form 8-K (this Report) as Exhibit 1.1 and
is incorporated herein by reference.

The information included or incorporated by reference in Item 2.03 of this Report is
incorporated by reference into this Item 1.01 of this Report.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.

Indenture and 2021 Notes

On September 13, 2010, the Issuers, the Subsidiary Guarantors and U.S. Bank National
Association, as trustee, entered into an Indenture pursuant to which the Issuers issued the 2021
Notes. The 2021 Notes are general unsecured senior obligations of the Issuers. The 2021 Notes are
unconditionally guaranteed jointly and severally on a senior unsecured basis by the Subsidiary
Guarantors and certain future subsidiaries of the Company. The 2021 Notes rank equal in right of
payment with all existing and future senior indebtedness of the Issuers, and senior in right of
payment to any future subordinated indebtedness of the Issuers. The 2021 Notes are effectively
junior in right of payment to any secured indebtedness of the Issuers to the extent of the
collateral securing such indebtedness, and to any indebtedness and other liabilities of any
non-guarantor subsidiaries. The guarantees rank equal in right of payment with all existing and
future senior indebtedness of such guarantor subsidiary, and senior in right of payment to any
future subordinated indebtedness of such guarantor subsidiary. The guarantees are effectively
junior in right of payment to any secured indebtedness of such subsidiary guarantor to the extent
of the collateral securing such indebtedness.

Interest and Maturity

The 2021 Notes will mature on February 1, 2021 and interest on the 2021 Notes is payable in
cash semi-annually in arrears on each March 15 and September 15, commencing March 15, 2011.
Interest will be payable to holders of record on the March 1st and September 1st immediately
preceding the related interest payment date, and will be computed on the basis of a 360-day year
consisting of twelve 30-day months.

Optional Redemption

At any time prior to September 15, 2013, the Issuers may on one or more occasions redeem up to
35% of the aggregate principal amount of 2021 Notes issued under the Indenture at a redemption
price of 107.75% of the principal amount, plus accrued and unpaid interest, if any, to the
redemption date (subject to the right of holders of record on the relevant record date to receive
interest due on an interest payment date that is on or prior to the redemption date), using the net
cash proceeds of one or more equity offerings by the Company, provided that:



at least 65% of the aggregate principal amount of 2021 Notes issued under the
Indenture remains outstanding immediately after the occurrence of such redemption
(excluding 2021 Notes held by the Company and its subsidiaries); and



the redemption occurs within 180 days of the date of the closing of such equity
offering.

Prior to September 15, 2015, the Issuers may redeem all or part of the 2021 Notes upon not
less than 30 or more than 60 days notice, at a redemption price equal to the sum of:



the principal amount thereof, plus



accrued and unpaid interest, if any, to the redemption date (subject to the
right of holders of record on the relevant record date to receive interest due on an
interest payment date that is on or prior to the redemption date), plus



the Make Whole Premium (as defined in the Indenture) at the redemption date.

On and after September 15, 2015, the Issuers may redeem all or a part of the 2021 Notes, upon
not less than 30 or more than 60 days notice, at the redemption prices (expressed as percentages
of principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable
redemption date, on the 2021 Notes redeemed to the applicable redemption date (subject to the right
of holders of record on the relevant record date to receive interest due on an interest payment
date that is on or prior to the redemption date), if redeemed during the twelve-month period
beginning on September 15 of the years indicated below:

YEAR

PERCENTAGE

2015

103.875

%

2016

102.583

%

2017

101.292

%

2018 and thereafter

100.000

%

Change of Control

If a change of control event occurs, each holder of 2021 Notes may require the Company to
repurchase all or a portion of that holders 2021 Notes for cash at a price equal to 101% of the
aggregate principal amount of the 2021 Notes repurchased, plus any accrued but unpaid interest on
the notes repurchased, to the date of repurchase (subject to the right of holders of record on the
relevant record date to receive interest due on an interest payment date that is on or prior to the
repurchase date).

Certain Covenants

The Indenture contains covenants that, among other things, limit the Issuers ability and the
ability of the Companys restricted subsidiaries to: (i) pay distributions on, purchase or redeem
the Companys units or redeem its subordinated debt; (ii) make investments; (iii) incur or
guarantee additional indebtedness or issue certain types of equity securities; (iv) create certain
liens; (v) sell assets; (vi) consolidate, merge or transfer all or substantially all of the
Issuers assets; (vii) enter into agreements that restrict distributions or other payments from the
Companys restricted subsidiaries to the Company; (viii) engage in transactions with affiliates;
and (ix) create unrestricted subsidiaries.

Events of Default

Upon a continuing event of default, the trustee or the holders of 25% of the principal amount
of the 2021 Notes may declare the 2021 Notes immediately due and payable, except that a default
resulting from a bankruptcy, insolvency or reorganization with respect to the Issuers, any
restricted subsidiary of the Company that is a significant subsidiary or any group of its
restricted subsidiaries that, taken together, would constitute a significant subsidiary of the
Company, will automatically cause all 2021 Notes to become due and payable. Each of the following
constitutes an event of default under the Indenture:



default for 30 days in the payment when due of interest on the 2021 Notes;



default in payment when due of the principal of, or premium, if any, on the 2021
Notes;



failure by the Company to comply with the covenant relating to consolidations,
mergers or transfers of all or substantially all of the Issuers assets or failure by the
Company to purchase notes when required pursuant to the asset sale or change of control
provisions of the Indenture;



failure by the Company for 90 days after notice to comply with its reporting
obligations under the Indenture;



failure by the Company for 60 days after notice to comply with any of the other
agreements in the Indenture;



default under any mortgage, indenture or instrument governing any indebtedness for
money borrowed or guaranteed by the Company or any of its restricted subsidiaries, if such
default: (i) is caused by a failure to pay principal, interest or premium on said
indebtedness within any applicable grace period; or (ii) results in the acceleration of
such indebtedness prior to its stated maturity, and, in each case, the principal amount of
the indebtedness, together with the principal amount of any other such indebtedness under
which there has been a payment default or acceleration of maturity, aggregates $40.0
million or more, subject to a cure provision;



failure by the Company or any of its restricted subsidiaries to pay final judgments
aggregating in excess of $40.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days;



any subsidiary guarantee is held in any judicial proceeding to be unenforceable or
invalid, or ceases for any reason to be in full force and effect, or any Subsidiary
Guarantor, or any person acting on behalf of any Subsidiary Guarantor, denies or
disaffirms its obligations under its subsidiary guarantee; and



certain events of bankruptcy, insolvency or reorganization described in the Indenture
with respect to the Issuers or any of the Companys restricted subsidiaries that is a
significant subsidiary or any group of its restricted subsidiaries that, taken as a whole,
would constitute a significant subsidiary of the Company.

Registration Rights Agreement

In connection with the issuance and sale of the 2021 Notes, on September 13, 2010, the Issuers
and the Subsidiary Guarantors entered into a Registration Rights Agreement (the Registration
Rights Agreement) with Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global
Markets Inc., Credit Agricole Securities (USA) Inc., RBC Capital Markets Corporation, RBS
Securities Inc. and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers.
Under the Registration Rights Agreement, the Issuers and the Subsidiary Guarantors agreed to use
their reasonable best efforts to file with the United States Securities and Exchange Commission and
cause to become effective a registration statement relating to an offer to issue new notes having
terms substantially identical to the 2021 Notes in exchange for outstanding 2021 Notes. In certain
circumstances, the Issuers and the Subsidiary Guarantors may be required to file a shelf
registration statement to cover resales of the 2021 Notes. The Issuers and the Subsidiary
Guarantors will be obligated to file one or more registration statements as described above only if
the restrictive legend on the 2021 Notes has not been removed (other than with respect to

persons that are affiliates of the Company) and the 2021 Notes are not freely tradable (by
persons other than the Companys affiliates) pursuant to Rule 144 under the Securities Act of 1933,
as amended, as of the 366th day after the notes were issued. If the Issuers and the Subsidiary
Guarantors fail to satisfy these obligations, the Company may be required to pay additional
interest to holders of the 2021 Notes under certain circumstances.

The descriptions set forth above in Item 2.03 are qualified in their entirety by the Indenture
and the Registration Rights Agreement, respectively, which are filed with this Report as Exhibits
4.1 and 10.1 and are incorporated herein by reference.

Item 7.01.

Regulation FD

The following table summarizes open positions as of September 9, 2010, and represents, as of
such date, derivatives in place through December 31, 2015, on annual production volumes:

September 9-

December 31,

2010

Year 2011

Year 2012

Year 2013

Year 2014

Year 2015

Natural Gas Positions:

Fixed Price Swaps:

Hedged Volume (MMMBtu)

9,891

31,901

31,110

31,025

31,025

31,025

Average Price ($/MMBtu)

$

8.90

$

9.50

$

6.25

$

6.25

$

6.25

$

6.25

Puts:

Hedged Volume (MMMBtu)

1,740

6,960

25,364

25,295





Average Price ($/MMBtu)

$

8.50

$

9.50

$

6.25

$

6.25





PEPL Puts: (1)

Hedged Volume (MMMBtu)

2,659

13,259









Average Price ($/MMBtu)

$

7.85

$

8.50









Total:

Hedged Volume (MMMBtu)

14,290

52,120

56,474

56,320

31,025

31,025

Average Price ($/MMBtu)

$

8.66

$

9.25

$

6.25

$

6.25

$

6.25

$

6.25

Oil Positions:

Fixed Price Swaps:(2)

Hedged Volume (MBbls)

717

2,803

4,484

4,471

1,095

1,095

Average Price ($/Bbl)

$

90.00

$

89.91

$

95.88

$

95.88

$

86.50

$

86.50

Puts:(3)

Hedged Volume (MBbls)

750

2,352

2,196

2,190





Average Price ($/Bbl)

$

110.00

$

75.00

$

75.00

$

75.00





Collars:

Hedged Volume (MBbls)

83

276









Average Floor Price ($/Bbls)

$

90.00

$

90.00









Average Ceiling Price ($/Bbl)

$

112.00

$

112.25









Total:

Hedged Volume (MBbls)

1,550

5,431

6,680

6,661

1,095

1,095

Average Price ($/Bbl)

$

99.68

$

83.46

$

89.01

$

89.01

$

86.50

$

86.50

Natural Gas Basis Differential
Positions:

PEPL Basis Swaps:(1)

Hedged Volume (MMMBtu)

10,791

35,541

34,066

31,700





Hedged Differential ($/MMBtu)

$

(0.97

)

$

(0.96

)

$

(0.95

)

$

(1.01

)





(1)

The Company uses these puts and basis swaps, which settle on the Panhandle Eastern Pipeline,
or PEPL, spot price of natural gas, to hedge basis differential associated with natural gas
production in the Mid-Continent Deep and Mid-Continent Shallow regions.

(2)

As presented in the table above, the Company has outstanding fixed price oil swaps on 8,250
Bbls of daily production at a price of $100.00 per Bbl for the years ending December 31, 2012,
and December 31, 2013. The Company has derivative contracts that extend these swaps at a
price of $100.00 per Bbl for each of the years ending December 31, 2014, December 31, 2015,
and December 31, 2016, if the counterparties determine that the strike prices are in-the-money
on a designated date in each respective preceding year. The extension for each year is
exercisable without respect to the other future years.

(3)

The Company utilizes oil puts to hedge revenues associated with our NGL production.

Item 8.01

Other Events.

On September 8, 2010, the Company issued a press release announcing a private offering of the
2021 Notes and a press release announcing the pricing of the 2021 Notes. Copies of these press
releases are attached hereto as Exhibits 99.1 and 99.2.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

1.1

Purchase Agreement, dated September 8, 2010, among Linn Energy, LLC, Linn
Energy Finance Corp., the Subsidiary Guarantors named therein and the representatives
of the Initial Purchasers named therein.

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